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Exhibit 10(a)
LANVISION SYSTEMS, INC.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment is entered into effective as of February 1, 2000 by
and among LanVision Systems, Inc., LanVision, Inc. (collectively "LanVision")
and Thomas E. Perazzo ("Employee").
WHEREAS, Employee is an employee of LanVision, and Employee and LanVision
mutually desire to modify the terms of their employment relationship as provided
herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Second Amendment, the parties agree to the terms and conditions
set forth herein.
1. MODIFICATION. This Second Amendment modifies and amends that certain
Employment Agreement by and among LanVision and the Employee dated January 30,
1996, as amended effective January 29, 1999 (the "Employment Agreement"). Except
as provided herein, all other terms and conditions of the Employment Agreement
shall remain in full force and effect.
2. POSITION AND DUTIES. (A) Effective as of February 1, 2000 and through
the period ending April 30, 2000 ("Q1 2000), LanVision and Employee agree that
Employee shall serve LanVision solely in the capacity of LanVision's Chief
Financial Officer. Employee shall have no other title, duties or obligations to
LanVision other than as its Chief Financial Officer. During Q1 2000, LanVision
and Employee agree that Employee shall be obligated to provide his services to
LanVision on a half-time basis. For purposes of this Agreement, "half-time"
shall mean 20 hours per week during LanVision's normal business hours.
(B) LanVision and Employee further agree that effective as of May 1,
2000, Employee shall resign as LanVision's Chief Financial Officer and LanVision
shall accept such resignation, provided, however, that Employee shall thereafter
continue as an employee of LanVision through October 31, 2000 (the "Termination
Date") on the terms specified herein. During the period commencing May 1, 2000
and ending October 31, 2000 (the "Transition Period"), LanVision and Employee
agree that Employee shall provide such services as LanVision reasonably requests
to assist with the transition of his services to Employee's successor as Chief
Financial Officer. LanVision and Employee agree to be reasonable in determining
the nature of Employee's services required during the Transition Period and in
establishing the time commitment to be required of Employee. LanVision and
Employee shall mutually agree in advance as to what services are considered
non-billable transition services versus billable services. If after April 30,
2000 and through October 31, 2000 LanVision
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requests Employee's billable services and such services are for mutually
agreeable time periods and at mutually agreeable times, Employee will perform
such services at a cost of $150 per hour.
3. COMPENSATION. (A) During Q1 2000, LanVision shall compensate Employee
at his full fiscal year 1999 base salary notwithstanding that Employee will be
working on a half-time basis. During the Transition Period, LanVision shall
compensate Employee at a rate equal to one half of the amount that he would have
been paid during the Transition Period if he had remained a full time employee
of the Company, which amount shall in the aggregate equal one fourth of his
fiscal year 1999 base salary and bonus (excluding any discretionary bonuses).
Such payments shall be made in equal installments to Employee, payable on the
last day of each applicable pay period in accordance with LanVision's existing
policies and procedures. All such amounts shall be net of required withholdings
under federal, state and local law.
(B) LanVision and Employee agree that the payment to Employee of all
amounts due pursuant to Section 3(A) shall constitute the payment in full of all
severance payment obligations due to Employee under the Employment Agreement, as
amended by this Second Amendment.
4. STOCK OPTIONS. LanVision and Employee agree that all of the Employee's
stock options to acquire shares of LanVision Systems, Inc. common stock, whether
issued under the LanVision Systems, Inc. 1996 Employee Stock Option Plan (the
"Plan") or otherwise, shall continue in full force and effect through the
Termination Date and for the ninety day period following thereafter. Through the
Termination Date, such stock options shall continue to vest in accordance with
their stated terms and the terms of the Plan. In addition, the Company hereby
accelerates the vesting in full of another 5,000 stock options having an
exercise price of $1.375 per share that were granted to Employee in May 1999,
which stock options would not otherwise vest prior to the Termination Date but
for this acceleration. For the ninety day period following the Termination Date,
only those options which vested on or prior to the Termination Date shall be
exercisable.
5. DEBT REPAYMENT. On or before the Termination Date, Employee shall pay
LanVision the full amount of principal and interest on that certain Promissory
Note by and between LanVision and Employee in the original principal amount of
$10,000.00. In lieu of making a lump sum payment, Employee may elect to repay
such amounts to LanVision through payroll deduction at any time during Q1 2000
and/or the Transition Period. In the event that the Promissory Note has not been
paid in full at the Termination Date, LanVision may offset the final payment due
Employee under Section 3(A) against the amount due and, if such offset is
insufficient to satisfy Employee's total obligation, Employee agrees that he
will not be permitted to exercise any LanVision stock options until full payment
is received by LanVision.
6. OUTSIDE EMPLOYMENT. Employee shall devote such time and attention to
the performance of his duties with LanVision only as required in Section 2
hereof. Employee may engage in other employment, subject only to the
confidentiality, property and non-compete provisions in Sections 7, 8 and 9 of
the Employment Agreement.
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7. TERMINATION. The Employment Agreement, as amended by this Second
Amendment, will be deemed to terminate by mutual agreement of the parties, and
the Employee's employment with LanVision will terminate, as of the Termination
Date, except that any provisions of the Employment Agreement that by their terms
continue in effect beyond any termination shall so continue in effect. Employee
agrees to abide by all such continuing terms. On or before the Termination Date,
Employee agrees to return to LanVision any and all LanVision property acquired
during Employee's term of employment.
8. PLAN BENEFITS. As further consideration for Employee signing this
Second Amendment, Employee shall receive coverage under LanVision's health
insurance, dental insurance, and life insurance benefits provided through The
Guardian Life Insurance Company and Fortis that Employee currently has will
remain in effect through the Termination Date. Through the Termination Date,
Employee may, at his option, apply the amount LanVision would normally pay for
Employee's family health care coverage toward another health care provider of
Employee's choice. Thereafter, Employee shall be entitled to exercise COBRA
rights in accordance with federal law, provided Employee timely exercises
Employee's COBRA rights by completing the appropriate forms, LanVision will pay
the COBRA premiums for up to three months, i.e., through January 31, 2001.
(Employee will receive separately a notice of COBRA rights, along with the
necessary forms to be completed.) Employee acknowledges and agrees that Employee
shall receive no benefits additional to those set forth above.
9. MUTUAL RELEASE. In consideration of the payments and benefits set forth
above in this Second Amendment, such payments and benefits being good and
valuable consideration:
(A) Employee acting of Employee's own free will, voluntarily, and on behalf
of Employee and Employee's heirs, administrators, executors, successors, and
assigns, releases LanVision and its subsidiaries, affiliates, directors,
officers, and agents, jointly and severally ("Releasees"), from any and all
debts, obligations, claims, demands, judgments, or causes of action of any kind
whatsoever, in tort, contract, by statute, or on any other basis, for
compensatory, punitive, or other damages, expenses, reimbursements, or costs of
any kind, including but not limited to any and all claims, demands, rights,
and/or causes of action arising out of Employee's employment with LanVision or
any employment contract; or relating to purported employment discrimination or
violations of civil rights under any applicable federal, state, or local statute
or ordinance or any other claim, whether statutory or based on common law,
arising by reason of Employee's employment with LanVision, the termination of
that employment, or circumstances related thereto, or by reason of any other
matter, cause, or thing whatsoever, from the first date of employment to the
later of the date of this Second Amendment or the Termination Date, it being
understood that nothing contained in this Section 9(A) shall be deemed to
release the Releasees from their obligations under the Employment Agreement as
amended by this Second Amendment nor from any obligation of Releasees to
indemnify Employee for liability to third parties arising from his service as an
officer and/or employee of LanVision; and
(B) LanVision, on behalf of itself, its successors, and assigns, releases
Employee from any and all debts, obligations, claims, demands, judgments, or
causes of action of any kind
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whatsoever, in tort, contract, by statute, or on any other basis, for
compensatory, punitive, or other damages, expenses, reimbursements, or costs of
any kind, including but not limited to any and all claims, demands, rights,
and/or causes of action arising out of Employee's employment with LanVision or
any employment contract; or any other claim, whether statutory or based on
common law, arising by reason of Employee's employment with LanVision, the
termination of that employment, or circumstances related thereto, or by reason
of any other matter, cause, or thing whatsoever, from the first date of
employment to the later of the date of this Second Amendment or the Termination
Date, other than for Employee's repayment obligations set forth in Section 5 of
this Second Amendment, it being understood that nothing contained in this
Section 9(B) shall be deemed to release the Employee from his obligations under
the Employment Agreement as amended by this Second Amendment.
10. DISCLOSURES; STATEMENTS. (A) LanVision shall make no disclosures
concerning Employee's employment or other information regarding Employee, except
for confirming employment, job title, dates of service, and rate of pay, plus
additional information as, and only as, required pursuant to subpoena or
otherwise required by law, including securities laws and regulations, unless
otherwise consented to by Employee.
(B) Employee shall make no negative statements concerning, or take any
action that derogates LanVision or other Releasees, or its or other Releasees'
products, services, reputation, officers, employees, financial status, or
operations, or otherwise damage any of LanVision's or other Releases' business
relationships.
11. REMEDIES. Any action by Employee in material violation of the
Employment Agreement, as amended by this Second Amendment, shall void
LanVision's payment to Employee of all monies due during the Transition Period
and result in an immediate termination of Employee's employment, with the effect
that time period for exercising Employee's stock options shall expire on the
ninetieth day after such actual termination date, and shall result in the
immediate cancellation of the other benefits provided as consideration under
this Agreement, and shall further require Employee to pay all reasonable costs
and attorneys fees in defending any action Employee brings, plus any other
damages to which LanVision may be entitled. Employee further consents to the
issuance of a temporary restraining order, and/or injunction as an appropriate
remedy for violation of the Employment Agreement, as amended by this Second
Amendment, by Employee, and will not contest the entry of same if a violation is
shown.
12. ARBITRATION. Any dispute between the parties about whether a violation
of the Employment Agreement, as amended by this Second Amendment, by Employee
has occurred shall be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association and judgment on the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
13. NO ADMISSION. The payment of the monies set forth in the Employment
Agreement, as amended by this Second Amendment, does not constitute an admission
of liability or violation of any applicable law, any contract provisions or any
rule or regulation, as to which Releasees expressly deny liability.
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14. SEVERABILITY. If any provision, or portion thereof, of the Employment
Agreement, as amended by this Second Amendment, is held invalid or unenforceable
under applicable statute or rule of law, only that provision or portion shall be
deemed omitted from this Agreement, and only to the extent to which it is held
invalid, and the remainder of the Employment Agreement, as amended by this
Second Amendment, shall remain in full force and effect.
15. GOVERNING LAW. This Second Amendment shall be governed by and construed
in accordance with the laws of the State of Ohio, excluding its conflict of
laws.
16. ACKNOWLEDGMENT. Employee acknowledges that execution of this Second
Amendment is voluntary and that Employee has been advised to consult with an
attorney before executing this Second Amendment to ensure that Employee fully
and thoroughly understands its legal significance.
17. COMPLETE AGREEMENT. The Employment Agreement, as amended by this Second
Amendment, constitutes the complete agreement between the parties and no other
representations have been made by the parties. This Second Amendment resolves
all outstanding issues arising from Employee's employment and the parties agree
that Employee is not entitled to receive any compensation or benefits from
LanVision, other than as specifically provided herein.
LanVision Systems, Inc.
By: /s/ J. Brian Patsy
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Title: President and CEO
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Date: 6/19/00
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LanVision, Inc.
By: /s/ J. Brian Patsy
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Title: President and CEO
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Date: 6/19/00
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Employee
/s/ Thomas E. Perazzo
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Thomas E. Perazzo
Date: 6/19/00
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